Statute

On the basis of Articles 12 and 18 of the Law on Associations and Foundations of Bosnia and Herzegovina (“Official Gazette of BiH”, no. 32/01, 42/03, 63/08 and 76/11), the Assembly of The Association for Media and Civil Society Development, at its session held on 01.09.2016 in Sarajevo, passed the:

STATUTE

of The Association for Media and Civil Society Development

1 – GENERAL PROVISIONS

Article 1

The Association is founded upon Resolution on Establishment reached by the Founding Assembly of the Association at the session held on 01.09.2016. in Sarajevo, in accordance with the Law on Associations and Foundations of Bosnia and Herzegovina (hereinafter the Law), with the mission of improving the state of the media and civil society in Bosnia and Herzegovina.

Article 2

This Statute, in accordance with Article 12 of the Law, regulates:

– the name of the Association, the abbreviation, if it exists, and the address of the Association;

– the goals and activities of the Association;

– the procedure for acceptance and exclusion of members;

– the bodies of the Association, the manner in which they are elected, their authority, quorum and voting rules, mandate duration, the person authorized to convene the Assembly, conditions for and manner of dismissal or termination of work;

– the rules for realization, use and disposal of Association funds, as well as the body authorized for monitoring the use of these funds;

– reporting on financial operations and activities of the Association;

– the transparency of the work of the Association;

– the procedure for amending the Statute, authorization for and manner of reaching other general acts;

– the description of the shape and content of the seal and sign of the Association;

– the representation of the Association;

– the conditions and procedure for merging or dividing the Association and the termination of work of the Association, including any special quorum or rules for achieving a qualified majority during the voting process;

– procedure for disposing of the remaining property or other assets in the event of dissolution or termination of the Association;

– and other issues of importance for the Association’s work and realization of goals in accordance with the Law and this Statute.

Article 3

The Association is a non-government, non-political and non-for-profit organization that, based on the principle of free and voluntary accession to membership of the Association, brings together its members to achieve the goals and activities determined by this Statute.

Article 4

The Association shall acquire the status of a legal entity upon entry in the Registry of the responsible Ministry.

The Association shall act independently on its own behalf in legal matters and shall perform legal duties within the frame of its legal abilities.

Article 5

The Association shall be held liable for its entire assets for responsibilities in legal matters – full responsibility.

2 – NAME AND SEAT OF THE ASSOCIATION

Article 6

The full name of the Association in English is:

The Association for Media and Civil Society Development

The full name of the Association in Bosnian, Croatian and Serbian, respectively, is:

The Seat of the Association is in Sarajevo, street Avde Hume number 9.

Article 8

The Association can have its offices or other organizational shapes outside of its seat (headquarters), on the entire territory of Bosnia and Herzegovina, to conduct its activities and realize its objectives, but which do not act as a legal entity.

The Resolution on opening the organizational forms referred to in paragraph 1 of this article shall be reached by the Board of Directors of the Association by majority vote of all members of the Board of Directors.

This Resolution specifically determines the seat, manner of performing statutory activities, number of executives and other issues of importance for the work of these organizational forms.

Article 9

The Association can change its name and seat upon proposal of the Board of Directors.

The Resolution on changing the name and seat of the Association shall be reached by the Assembly of the Association.

Article 10

The Association operates on the entire territory of Bosnia and Herzegovina.

3 – OBJECTIVES AND ACTIVITIES OF THE ASSOCIATION

Article 11

Objectives and activities of the Association:

Improvement of any and all aspects of media and civil society

Helping the development and accesibility of internships for young media workers

Advocating for media freedom and freedom of information

Helping and supporting the education of young media workers

Organising seminars, workshops, conferences and debates to foster networking and develop new skills in beneficiaries of various professions.

Exchanging experiences and information with similar Associations and other non-government organizations in the country and abroad;

Publishing books, brochures, bulletins and other publications, as well as launching web-sites and radio shows in order to achieve the objectives of the Association.

Article 12

The Association performs similar commercial activities that are directly related to achievement of basic statutory objectives and activities of the Association referred to in Article 12 of the Statute (publishing), provided that the overall profit is reinvested in the primary non-profit statutory activities of the Association (organization of conferences, seminars, professional meetings, sessions, etc.)

The Association may perform unrelated commercial activities that are not associated with the statutory objectives and activities, only through a specially established legal entity, in accordance with Article 4 of the Law.

4 – MEMBERSHIP OF THE ASSOCIATION

Article 13

Membership in the Association may be acquired by any individual, citizen of Bosnia and Herzegovina or a foreign national residing in Bosnia and Herzegovina, by the act of signing the Application of the Association after approval by the Board of Directors, on a voluntary basis, under the conditions referred to in paragraph 3 of this Article.

Membership in the Association may be acquired by any legal entity, registered with the relevant authorities in the territory of Bosnia and Herzegovina, after approval by the Board of Directors, if it accepts this Statute and the objectives of the Association under the conditions laid down by the Law and this Statute.

Membership is to be applied for a the Board of Directors. The Board of Directors will review the applications on regular meetings, at least twice each year. All applicants will be informed of the decision via e-mail. The Association must keep records of its members, in accordance to Article 15, paragraph 2, of the Law.

Membership in the Association is voluntary.

Association members can be: permanent and honorary. Permament members are those who actively work on achieving the goals and activities of the Association. Honorary members are those who have given special contributions to the goals and activities of the Association and support the Association.

Membership in the Association ceases:

– by voluntary resignation from the Association upon written notification addressed to the President of the Association

– upon expulsion from the Association for violating the Statute and decisions of Association organs

– upon expulsion from the Association for damage to the reputation of the Association

– upon termination of legal entity status

– due to non-payment of membership fees for more than three months

– in case of death of a member

– in case of termination of the Association

Article 14

The Assembly of the Association may reach a general act, which shall, in accordance with the Law and this Statute, more precisely determine the manner and process of entry into membership and termination of membership.

5 – ASSOCIATION ORGANS AND DECISION-MAKING WITHIN THE ASSOCIATION

Article 15

Association organs are:

– The Assembly

– The Board of Directors

– The Executive Director

Article 16

Association organs are responsible for:

consciously performing jobs within their rights and duties, in accordance with the Statute and other acts of the Association;

developing and improving the work of the Association and informing their members and the public about it;

providing direct participation of members in managing, and their active participation in achieving the objectives of the activities of the Association.

5.a – ASSEMBLY OF THE ASSOCIATION

Article 17

The Assembly of the Association (hereinafter the Assembly) is the highest organ of the Association.

The Assembly consists of all members of the Association.

The Assembly elects the President of the Assembly and the Deputy President of the Assembly. They are elected from the ranks of all members of the Association.

The President of the Assembly manages the work of the Assembly.

The mandate of the President of the Assembly and the Deputy President of the Assembly lasts four (4) years, with the possibility of a re-election.

Article 18

The Assembly convenes upon need, but at least once a year.

The Assembly shall be convened by the President of the Assembly, and in case of the President’s absence, the Assembly shall be convened by the Deputy President of the Assembly, at the latest 15 days before its session.

The President of the Assembly shall be responsible for convening the Assembly when it is requested by at least 1/3 of the total number of members of the Assembly. The Assembly may be convened upon request of 2/3 of the total number of members of the Board of Directors of the Association.

The Assembly can be be either regular or extraordinary. Regular Assemblies are convened to control the work and business of the Association. Extraordinary Assemblies are convened in extraordinary situarions.

Article 19

The Assembly works and decides at sessions, on the basis of the Statute and other acts of the Association, if at least half of the Assembly is in attendance.

The Assembly validly decides with more than half of the members present, unless otherwise stipulated by this Statute.

Declaration at the Assembly Session is public.

Article 20

The Assembly:

– reviews and adopts the statute, and its amendments;

– passes general acts of the Association and any amendments thereto;

– establishes general policies of the Association’s work;

– appoints and dismisses the President of the Assembly and the Deputy President of the Assembly;

– appoints and dismisses the members of the Board of Directors of the Association which has three members;

– appoints and dismisses the Chairperson and two Deputy Chairpersons of the Board of Directors of the Association;

– appoints a person authorized to represent the Association in legal matters;

– supervises the use and disposition of the funds of the Association;

– adopts the agenda for each calendar year;

– adopts the financial plan, final accounts and the final work report of the organs of the Association, and provides guidance for future work;

– appoints delegates to the appropriate organs and organizations, which, within the framework of their activities, deal with issues of interest to members of the Association;

– decides on joining Alliances, and conditions and processes of mergers, divisions or dissolution of the Association, as well as other status issues and changes in the Association;

– decides on requests and appeals from members of the Association;

– discusses and decides on other matters which are not under the responsibility of other organs of the Association.

The Assembly may delegate certain activities within its responsibility to the Board of Directors, if such action does not contradict provisions of this Statute.

PRESIDENT OF THE ASSEMBLY OF THE ASSOCIATION AND DEPUTY PRESIDENT OF THE ASSEMBLY OF THE ASSOCIATION

Article 21

The Assembly elects the President of the Assembly and the Deputy President of the Assembly. They are elected from the ranks of all members of the Assembly.

The President of the Assembly and Deputy President of the Assembly are responsible towards the Assembly for their work.

– performs other duties as authorized by this Statute and other general acts of the Association;

In case of absence or incapacity of the President of the Assembly, he or she shall be substituted by the Deputy President, with all rights and duties of the President of the Assembly.

5.b – BOARD OF DIRECTORS OF THE ASSOCIATION

Article 23

The Board of Directors (hereinafter the Board) is the executive organ of the Association, which organizes and harmonizes the work of the Association in between two sessions of the Assembly, and conducts all activities of the Association in accordance with the agenda, financial plan and Assembly decisions.

Article 24

The Board consists of 3 members, appointed by the Assembly, for a four (4) year period, with the possibility of re-election.

The Board elects the Chairperson and Deputy Chairperson of the Board. They are elected from the ranks of the appointed members of the Board.

Article 25

The Board convenes upon need, but at least 3 times a year. It is convened by the Chairperson of the Board or, in his or her absence, by one of the two Deputy Chairpersons of the Board, at the latest 15 days before holding the session.

Article 26

The Board exercises its rights and responsibilities on the basis of this Statute and other acts of the Association:

– prepares the session of the Assembly;

– prepares the draft of the Statute and other acts passed by the Assembly;

– implements policies, conclusions and other decisions reached but the Assembly;

– decides on the use of Association funds, in accordance with the financial plan;

– determines the semi-annual and annual account of the execution of the yearly plan of activities;

– submits periodical or yearly reports on its work to the Assembly for adoption;

– appoints and dismisses members of the Complaints Commission of the Association;

– reaches decisions on awards and recognitions;

– decides on procurement, sale and write-off of the value of basic assets;

– reviews and decides on proposals and reports submitted by the Executive Director;

– manages assets, in accordance with Article 19 of the Law;

– appoints and dismisses the director of the Association;

– reaches the decision on opening offices and other organizational forms outside of the seat of the Association;

– performs other duties entrusted by the Assembly in accordance with the Law and this Statute.

Article 27

The Board of the Association may reach a decision on founding various bodies and expert commissions within the Association, which shall work towards the realization of the Association’s objectives, as well as an administrative-technical service for the realization of current operations of the Association.

Article 28

The Board of the Association may validly reach and adopt decisions when more-than-half majority of its members is present. Decisions within the jurisdiction of the Board of the Association shall be made by a more-than-half majority of all members of the Board of the Association.

All members of the Board have the right to vote, and declarations at the sessions of the Board are public.

Article 29

A member of the Board of the Association may be dismissed prior to the expiration of the mandate:

– if the members of the Board stopped being a member of the Association;

– upon personal request;

– due to 3 consecutive unexcused absences from the sessions of the Board;

– if his or her actions cause damage to the reputation of the Association;

– in other cases stipulated by the Law, this Statute or other Association acts.

The Board shall discus and decide on the caesura of membership, and the Assembly shall verify the decision.

CHAIRPERSON OF THE BOARD OF THE ASSOCIATION

DEPUTY CHAIRPERSON OF THE BOARD OF THE ASSOCIATION

Article 30

The Chairperson of the Board of the Association has the following duties and responsibilities:

– convenes the sessions of the Board on his or her own initiative or upon request of at least 1/3 of all members of the Board;

– manages the work of the Board;

– takes care about the implementation of the agenda, decisions, conclusions and guidelines of the Assembly;

– orders for the execution of the income and expenditure plan of the Association;

– signs acts passed by the Board;

– individually or through members of the Board, realizes direct contact with all entities that can provide financial and other assistance to the Association;

– prepares analysis, information and other materials for the Assembly;

– performs other duties as may be entrusted by the Assembly and the Board of the Association.

In the case of the Chairperson’s absence, he or she shall be replaced by one of the Deputy Chair Persons of the Board, who will assume all the authority pertaining to the Chairperson of the Board.

5.c – EXECUTIVE DIRECTOR OF THE ASSOCIATION

Article 31

The Association has an Executive Director, who is appointed and dismissed by the Assembly, on the basis of a public call, in accordance with the Law on Work in the Institutions of Bosnia and Herzegovina and this Statute.

The person in charge of these tasks must know English and have experience that matches the objectives and activities of the Association.

The Executive Director is responsible towards the Board and Assembly of the Association.

The Executive Directors mandate is 4 years.

Article 32

The duties and responsibilities of the Executive Director are to:

– be responsible for the organization and management of the Association, and to manage all its material-technical and administrative tasks, according to the Regulations on the systematization of jobs, with the description the activities and tasks;

– conduct the Associations operations responsibly and in accordance with the law;

– participate in the work of all organs of the Association;

– propose to the Board a Strategic plan and plan of activities for the current year and a yearly financial plan of the Association;

– undertake measures and activities for the implementation of the adopted yearly plan, decisions and other acts passed by the Assembly and Board of the Association;

– submit yearly and periodical work reports to the Board of the Association for adoption;

– present and represent the Association in public, upon authorization of the Board;

– perform other tasks in accordance with the Law and this Statute;

– represent the Association in legal matters.

– manage the hiring and dissmisal of personnel for the Organization

Article 33

The Executive Director’s employment ceases:

– upon personal request;

– due to failure to perform satisfactory operations and tasks entrusted by the Assembly and Board of the Association;

– in other cases stipulated by the Law and this Statute.

Article 34

The decision to dismiss the Executive Director shall be reached by the Board of the Association.

7 – ASSOCIATION ASSETS

Article 35

The Association assets are comprised of financial assets, movable and immovable assets.

Movable and immovable assets consist of fixed assets and the inventory.

Article 36

Sources of income of the Association are:

– membership fees

– government subsidies and government contracts as well as contracts with public institutions, physical and legal entities local and foreign;

– donations, sponsorships, presents from public institutions, individuals and legal entities local and foreign, in cash, services or assets of any kind;

– interest, rents, royalties and other sources of passive income earned through the achievement of the objectives and activities of the Association, as defined by the Statute;

– other income in accordance with the Law and this Statute.

The amount and manner of payment of membership fees, as well as the manner of using these funds, is regulated by the Resolution on Membership, passed by the Assembly of the Association.

Article 37

The Executive Director of the Association is responsible for financial-material operations of the Association, who submits a report to the Board of the Association. The Board of the Association submits the yearly financial plan and report to the Assembly of the Association for adoption.

If for any reason, the Assembly cannot convene, the Board of the Association shall adopt a temporary financial plan and report.

In accordance with the financial plan and agenda, the Association funds can only be used for the purpose of realizing the objectives of the Association.

Article 38

In accordance with this Statute and the Law, the Board of the Association is responsible for the realization, usage and disposal of Association funds.

Decisions on income, expenses, provision for losses and write-off of uncollectible receivables are passed by the Board of the Association, in accordance with the financial plan and program of the Association, and are adopted by the Assembly of the Association.

Article 39

The realization, usage and disposal of Association funds is established through the financial plan (with accompanying revenue, activities and set priorities), which is passed by the Board and adopted by the Assembly of the Association.

Article 40

Persons elected to functions in the Association and other persons can be awarded an appropriate monetary compensation to cover expenses, incurred while performing the entrusted tasks and duties.

The Resolution on Compensation from the previous paragraph is passed by the board of the Association.

Article 41

The association is responsible for duly keeping business records in accordance with generally accepted accounting principles, and for constituting a semi-annual and annual financial statement, in accordance with applicable legal regulations.

Control over the use and disposition of the funds of the Association is carried out by the Assembly of the Association.

Article 42

Board of the Association may adopt ordinances and acts which more precisely regulate the manner of acquiring and allocating resources.

8 – MERGER OR DIVISION OF THE ASSOCIATION

Article 53

The Association may merge with other Association or divide into other Associations, in accordance with the Law.

The resolution from the previous paragraph shall be passed by the Assembly with a two-thirds majority vote amongst all members of the Association. This resolution shall regulate the name and seat of the Association, as well as the division of property, rights and responsibilities, and other status issues.

9 – TERMINATION OF THE ASSOCIATION

Article 44

The Association may cease to work voluntarily or by force of law.

The resolution on the voluntary cessation of work of the Assembly of the Association shall be reached by a two-thirds majority vote of all members of the Association.

The initiative for cessation of work of the Association can be started by 1/3 of all members of the Association or by the Board, in the following cases:

if the Assembly has not convened in a time period twice as long as the one stipulated by the Statute for the Assembly to convene;

if the number of Association members has reduced to less than three;

in other cases stipulated by the Law.

The initiative for passing the Resolution on Cessation of Work of the Association is submitted to the President of the Assembly, who prepares the material for the Assembly.

Article 45

The Association shall cease to work by force of law in accordance with the provisions of Articles 51 and 51 of the Law.

Article 46

The Association is responsible to report any statutory change to the responsible ministry within the stipulated timeframe.

10 – DISTRIBUTION OF ASSETS IN THE EVENT OF TERMINATION

Article 47

Concurrently with the Resolution on Cessation of Work of the Association, the Assembly shall adopt a liquidation plan of the Association, which shall determine the division of assets, rights and responsibilities of the Association, in accordance with the Law and this Statute, provided that it is liable to settle any legal and contractual obligations beforehand.

The Assembly shall appoint a liquidator of the association, whose duty is to execute the liquidation plan and who is authorized to represent the Association in the liquidation process and in the process of applying for termination of the work of the Association before the responsible authorities.

On the basis of the resolution of the Assembly of the association, the remaining assets, after settling the obligations referred to in the previous paragraph, shall be distributed to another association that has the same or similar objectives and activities/that performs the same or similar operations.

11 – TRANSPARENCY OF WORK

Article 48

The work of all organs of the Association is public. Transparency of work is achieved through direct information and through means of public information.

Article 49

The public is regularly informed on the positions, conclusions and operations of the Association through press releases, the website and Facebook page, while the members of the Association are informed through bulletins, telephone, e-mail or postage sent to their personal address.

Every member of the Association has the write to make a written or verbal inquiry as to any conclusion, decision reached or segment of work of the Association, and to receive a valid response to this inquiry, in the shortest time possible.

The President of the Assembly is responsible for the transparency of the Association’s work. The President of the Assembly performs expert and administrative-technical operations, for the purpose of realizing the objectives and activities of the Association.

12 – STATUTORY AND OTHER QUESTION OF THE ASSOCIATION

Article 50

The basic and general act of the Association is the Statute of the Association.

The association may adopt other general acts: regulations, resolutions and rules of procedure.

General acts must be in accordance with the Law and the Statute of the Association.

Article 51

Amendments to the Statute of the Association shall be adopted by the Assembly of the Association by two-thirds majority vote amongst all the members of the Association.

The initiative for amending the Statute may be started by 2/3 of total number of members of the Association. The initiative shall be sent to the Board of the Association, which prepares the proposal of the amendments to the Statute for the Assembly. Final amendments of the Statute of the Association shall be adopted by the Assembly of the Association.

13 – SEAL AND TRADEMARK OF THE ASSOCIATION

Article 52

The Association has a seal, round in shape with a 4 cm diameter, with text written in a semicircular direction:The Association for Media and Civil Sociiety Development. The middle of the seal features the Association Logo and the lower part has ‘Sarajevo’ inscribed over it. The acronym of the Association – URMCD is also a trademark of the Association.

Article 53

Use, storage and destruction of the Association seal is regulated by special instructions of the Board of the Association, for the execution of which the Executive Director of the Association is responsible.

Article 54

The Association for Media and Civil Society Development has its trademark logo. The logo must feature the Associations acronym – ‘URMCD’.

The Logo is circular in shape. The Background is gray, the right hand part of the circle features a white fountain pen at 20% transparency. The Associations acronym is written over the middle in white capital leters – URMCD, with the full name of the Association bein written below in smaller white lowercase letters – Udruženje za razvoj medija i civilnog društva.

– MANNER OF REPRESENTATION OF THE ASSOCIATION

Article 55

In legal matters, the Association is represented by the Executive Director and the President of the Assembly, within their authority defined by this Statute and the Law.

Article 56

In proceedings where the Association participates as a party in order to exercise its rights, duties and responsibilities before the responsible organs, the President of the Assembly of the Association may give a written power of attorney to an attorney or other expert person for representation.

15 – INTERIM AND FINAL PROVISIONS

Article 57

This Statute shall come into effect on the day of its adoption, and it shall be implemented from the day of its entry into the Register of Associations with the responsible authorities.

Article 58

The interpretation of this Statute is provided by the Assembly of the Association.